Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging grow company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

The Board of Directors (the “Board”) of Sabra Health Care REIT, Inc. (the “Company”) previously approved amending the Sabra Health Care REIT, Inc. 2009 Performance Incentive Plan (the “2009 Plan”), subject to stockholder approval of the amendments to the 2009 Plan. As disclosed in Item 5.07 of this Form 8-K, the Company’s stockholders have approved the amendments to the 2009 Plan.

The following summary of the amendments to the 2009 Plan is qualified in its entirety by reference to the text of the 2009 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Among other things, the 2009 Plan reflects amendments to (i) increase the number of shares of the Company’s common stock available for award grants under the 2009 Plan by approximately 3,109,894 shares and provide for a new share limit that is equal to (1) 3,350,000 shares, less (2) the number of any shares subject to awards granted under the 2009 Plan after December 31, 2016 and on or before the date of the Annual Meeting (as defined below) (with any “full value awards” counting as 1.25 shares against the share limit), plus (3) any shares that become available as a result of forfeitures, cash settlements or otherwise pursuant to the share counting rules contained in the 2009 Plan after December 31, 2016; (ii) extend the Company’s authority to grant awards under the 2009 Plan intended to qualify as “performance-based compensation” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2022 annual meeting of stockholders; (iii) extend the term of the 2009 Plan to April 20, 2027; and (iv) provide that the maximum compensation that may be paid to any non-employee director for the director’s service on the Board in any one calendar year is $600,000.

Item 5.07. Submission of Matters to a Vote of Security Holders

(a) The Company's annual meeting of stockholders (the “Annual Meeting”) was held on June 20, 2017.

(b) At the Annual Meeting, the Company’s stockholders (a) elected the five nominees identified in the table below to the Board of Directors of the Company to serve until the Company’s 2017 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified (“Election of Directors”), (b) approved the amendments to the Sabra Health Care REIT, Inc. 2009 Performance Incentive Plan (the “Plan Amendments”), (c) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 (“Auditor Ratification”), (d) approved, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2017 (“Advisory Compensation Vote”) and (e) approved, on an advisory basis, a one-year frequency for future advisory votes on named executive officer compensation (“Advisory Frequency Vote”). Set forth below are the final voting tallies for the Annual Meeting:

Election of Directors

For

Against

Abstain

Broker Non-Votes

Craig A. Barbarosh

56,474,534

309,495

36,468

5,159,534

Robert A. Ettl

46,228,665

10,547,377

44,455

5,159,534

Michael J. Foster

55,466,307

1,317,752

36,438

5,159,534

Richard K. Matros

55,474,889

1,268,144

77,464

5,159,534

Milton J. Walters

55,453,306

1,330,328

36,863

5,159,534

Plan Amendements

For

Against

Abstain

Broker Non-Votes

54,625,063

2,090,975

104,459

5,159,534

Auditor Ratification

For

Against

Abstain

59,987,416

1,929,393

63,222

Advisory Compensation Vote

For

Against

Abstain

Broker Non-Votes

55,541,959

1,169,311

109,227

5,159,534

Advisory Frequency Vote

1 Year

2 Years

3 Years

Abstain

49,768,564

143,506

6,816,972

91,455

(d) On June 20, 2017, following the Annual Meeting, the Company’s Board of Directors agreed that an advisory vote on named executive compensation would be held annually until the next required vote on the frequency of such votes.

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